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How to invest in Italy

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a brief presentation of the reasons to invest in Italy, and the ways to do it

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How to invest in Italy

  1. 1. HOW TO INVEST IN ITALY Company structures and M&A schemes Roberto Luzi Crivellini International Investment forum Shanghai, 21.10. 2013
  2. 2. CHINA AND ITALY 4000+ BLN EUROS INVESTED IN CHINA IN THE LAST 10 YEARS ITALY THIRD EUROPEAN PARTNER: 2000+ COMPANIES WITH HQ IN CHINA– 600 MANUFACTURING PLANTS IN 2009 CHINA WAS THE ONLY MARKET WHERE ITALIAN EXPORTS HAVE GROWN © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  3. 3. Chinese invested companies in Italy © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  4. 4. Business model 66 GREENFIELD 67 MERGERS AND ACQUISTIONS © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  5. 5. the right time strong Yuan / weak Euro credit crunch: EU enterprises very keen on investors in equity / acquisitions weak domestic market: key for EU companies is to export overseas, especially to China
  6. 6. The right spot
  7. 7. the right people Similar business schemes and mentality Mostly family enterprises Emotional negotiation + importance of good personal relationship … but please do not forget the lu shi !
  8. 8. why do I need a MoU ? Not binding, but fundamental to lay down the milestones of the future co-operation Will guide the parties in the future negotiation Can be used for interpretation of future contractual agreements
  9. 9. Step by Step approach Sale / Distribution /License / Technology transfer Newco/ Rep Office Joint Venture Agreements Acquisitions / Merger
  10. 10. sale / distribution/ license + network of agents/brokers no upfront costs no deep knowledge of local regulations needed distributor controls the market no direct marketing low brand awareness
  11. 11. Representative office combined with distribution from China light structure/low costs allows networking and client management no legal personality
  12. 12. Joint Venture majority = key issue: how to keep and control local management minority = usually combined with shareholders’ agreements for exclusive purchase/distribution of products from chinese investor (real asset=network)
  13. 13. Good news: Rather easy and cheap process Can be done via proxy Nothing to compare to a WFOE or JV or REP office incorporation in China!
  14. 14. Limited Liabilities Companies Società a responsabilità limitata (S.r.l.) © Yingke Law Firm. All rights reserved. Società per Azioni (S.p.A) Company Structures and M&A in Italy
  15. 15. limited liability companies • minimum capital required (25% upon registration) • incorporation by notary deed • capital contributions in kind need to be certified by an external expert • filing of annual balance required © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  16. 16. società a responsabilità limitata (s.r.l.) most suitable solution for newcos minimum registered capital €10.000,00 very flexible articles of association strong role of shareholders © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  17. 17. società a responsabilità limitata (s.r.l.) Shareholders’ meeting Director / Board of directors (can be not resident) auditor (statutory auditors above € 120.000,00) © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  18. 18. società per azioni (s.p.a.) most suitable for bigger projects can issue bonds, other special debt titles and provide for dedicated funds re. to specific projects AoA less flexible (shareholders’ agreement available) minimum registered capital € 120.000,00) © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  19. 19. 98% of Italian companies are Small – Medium Enterprises M&A can be a win –win solution, with limited investments © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  20. 20. Acquisition of a company asset purchase shares purchase © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  21. 21. Asset purchase most favorable for buyer, who can amortize the value of the assets in the balance of his company less favorable for seller, who pays 27,5% on capital gain © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  22. 22. Shares purchase most favorable for seller, only 5% on capital gain is applied less favorable for buyer, who can’t amortize the purchase price © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  23. 23. Structure of the acquisition 1) shares purchase 2) buyer mergers his company with target (can be reverse) 3) then amortizes the value of target’s assets (tax rate is 12 to 16%) © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  24. 24. reverse merger before newco target after target © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  25. 25. Not only the 4 Fs… Renewable Energies Hi-Tech / Industrial machinery Design – Fashion Wine and food Tourism Real Estate © Yingke Law Firm. All rights reserved. Company Structures and M&A in Italy
  26. 26. Roberto Luzi Crivellini roberto.luzi@yingke.it

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